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4.0 JOINT BOARD <br /> 4.1 Creation of Joint Board. The Joint Board created under the executed 2003 Interlocal Agreement <br /> and maintained in the executed 2009 Amended and Restated Interlocal Agreement, remains in effect <br /> under this Agreement. By executing this Agreement, the Joint Board shall function as a joint board <br /> pursuant to chapter 39.34 RCW. The Joint Board shall serve as the governing, policy-setting body to <br /> oversee the activities of the ORCA Director, Regional ORCA Operations Team (ROOT), Agencies, <br /> Systems Integrator (SI) and other ORCA Vendor contractors related to the design, implementation, <br /> operation and maintenance of the ORCA System, as provided in this Agreement. The Joint Board shall <br /> act on behalf of all Agencies and as may be in the best interests of the ORCA System. <br /> 4.2 Joint Board Members; Quorum. Membership on the Joint Board shall consist of the following <br /> Agency officials or their designees, which representative shall be authorized to take actions within the <br /> scope of this Agreement: King County's Transit General Manager; Community Transit's Chief Executive <br /> Officer; Sound Transit's Chief Executive Officer; Kitsap Transit's Executive Director; Pierce Transit's <br /> Chief Executive Officer; Everett's Director of Transportation Services; and Washington State Department <br /> of Transportation's Assistant Secretary for Ferries' Division. In addition, an Agency may select an <br /> alternate representative to participate on the Joint Board during the absence or inability of the designated <br /> official to participate. A quorum for a meeting of the Joint Board shall be a majority of the representatives <br /> of the Agencies. <br /> 4.3 Meeting Procedures. The Joint Board shall establish procedures for the operations and meetings <br /> of the Joint Board, including the election of a chair, vice chair, and other positions deemed necessary by <br /> the Joint Board and the frequency of meetings. The terms of office of the chair and other positions shall <br /> be determined by the Joint Board. The vice chair shall serve as acting chair if the chair is absent or <br /> otherwise unavailable. Each Joint Board representative shall be entitled to one vote. Voting by proxy <br /> may be permitted according to procedures adopted by the Joint Board. The Joint Board shall comply <br /> with applicable requirements of the Washington State Open Public Meetings Act. <br /> 4.4 Authority of Joint Board. The Joint Board is authorized to make decisions and take actions on all <br /> matters related to the ORCA System except those matters that require action by the governing boards of <br /> the Agencies. At a minimum, such decisions and actions that do not require further action by Agency <br /> governing boards include, but are not limited, to the following: <br /> 4.4.1 Make such decisions and take such actions as are expressly delegated to the Joint Board <br /> under this Agreement. <br /> 4.4.2 Approve changes to, and termination of, the SI Contract and other ORCA Vendor <br /> contracts. The Joint Board may delegate to the ORCA Director the authority to make <br /> changes to the SI Contract and other ORCA Vendor contracts, within limits established <br /> by the Joint Board and subject to the adopted Budget. <br /> 4.4.3 Approve the ORCA Capital Budget, capital shares methodology, and any budget <br /> amendments in accordance with the ORCA Capital Budget Policy. <br /> 4.4.4 Approve the ORCA Operating Budget, operating shares methodology, and any budget <br /> amendments in accordance with the ORCA Operating Budget Policy. <br /> 4.4.5 Approve revenue allocation formula for all regional ORCA Products. <br /> 7 <br />